2. Amendments to Existing Leases for Boeing 737-200 Aircraft.

 Lessee has agreed to lease the Aircraft pursuant to the Lease and to
lease a companion new Boeing 737-700 Aircraft for delivery in October, 1999 (the
two 737-700 Aircraft being hereinafter referred to as the "737-700 Aircraft") on
condition that the leases for three Boeing 737-200 Aircraft bearing Serial
Numbers 21359, 21612 and 21677 (the "737-200 Aircraft") be amended to provide
for reductions in the amount of monthly rentals commencing as of September 1,
1998 and for the addition of certain lease renewal options, all as more detailed
in that certain Letter of Intent No. 98323-03, dated September 8, 1998. Lessor
and Lessee have agreed that the rental reductions to be implemented as of
September 1, 1998 during the existing lease terms of the 737-200 Aircraft (but
not during the optional renewal terms) will not be accomplished by way of an
amendment to the amount of Basic Rent specified in the 737-200 Aircraft leases
but will be effected by way of a credit in the amount of \*\*Material Redacted\*\*
per month per aircraft to be applied as Basic Rent becomes due. Lessor confirms
that the lessor and headlessor of the leases for 737-200 Aircraft are in
agreement with the substance of such amendments and will cause GECAS to produce
and negotiate in good faith appropriate documentation to implement such
amendments as soon as reasonably possible after execution by Lessee of the Lease
for the Aircraft and the lease for the companion Boeing 737-700 Aircraft.